SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 000-33197
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NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: September 30, 2006
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
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PART I
REGISTRANT INFORMATION
Full name of registrant Halo Technology Holdings, Inc.
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Former name if applicable
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Address of principal executive office (Street and number)
200 Railroad Avenue
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City, state and zip code Greenwich, Connecticut 06830
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PART II
RULES 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate).
(a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
[X] filed on or before the 15th calendar day following the prescribed
due date; or the subject quarterly report or transition report on
Form 10-Q, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule 12b-25
(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)
The Company is unable to file its Quarterly Report on Form 10-QSB for the
fiscal quarter ended September 30, 2006 (the "Form 10-QSB") by the November 14,
2006 deadline. Due to recent and pending transactions, the Company needs
additional time to complete the presentation of its financial information to be
included in the Form 10-QSB.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Ernest Mysogland (203) 422-2950
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
The Registrant anticipates that there will be a significant change in the
results of operations for the fiscal quarter ended September 30, 2006 compared
with the fiscal year ended September 30, 2005 primarily due to the Registrant's
acquisitions of ten software companies in the period October 1, 2005 through
September 30, 2006. The Registrant estimates that its consolidated results of
operations, taking into account the restatement of its financial results for the
fiscal quarter ended September 30, 2005, will show the following:
Quarter Ended Quarter Ended
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September 30, 2006 September 30, 2005
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Revenues (1) $ 6,487,146 $ 287,778
Net Income (Loss) Attributable to
Common Stockholders $ (3,360,988) $ 20,169,462
(1) Revenues for the fiscal quarter ended September 30, 2005 does not
include the results of discontinued operations. For the fiscal quarter
ended September 30, 2005, the Registrant had reported Revenues of
$3,208,329 in its Quarterly Report on Form 10-QSB for such period. As
will be discussed in the Form 10-QSB, as a result of the agreement to
sell the Company's Gupta subsidiary, certain reclassifications have
been made to the September 30, 2005 financial statements to conform to
the current presentation. Gupta's results of operations will be shown
as income (loss) from discontinued operations on the Consolidated
Statements of Operations.
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Halo Technology Holdings, Inc.
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
HALO TECHNOLOGY HOLDINGS, INC.
Date November 14, 2006 By /s/ Ernest Mysogland
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Name: Ernest Mysogland
Title Executive Vice President
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